exv10w42



 



EXHIBIT 10.42




ADDENDUM TO



RAYMOND J. SMETS EMPLOYMENT AGREEMENT



     
This Addendum to the Raymond J. Smets Employment Agreement
(“Addendum”) is made by and between Networks
Associates, Inc. (the “Company”), and Raymond J. Smets
(“Executive”) as of
May      , 2004.



WHEREAS, the Company and Executive executed the Raymond J. Smets
Employment Agreement (the “Agreement”) on or about
October 7, 2002;



WHEREAS, the Company anticipates that it may sell all or
substantially all of the assets used in the Company’s
Sniffer operations in one transaction or a series of related
transactions (the “Sale”) to another entity or person;



WHEREAS, the Parties wish to amend the definition of Change in
Control in the Agreement to include a Sale, provided the closing
in respect of such Sale occurs prior to 12:00 p.m. (PST)
July 30, 2004; provided further, that Executive does not
disclose any information regarding the Sale, including but not
limited to confidential information about employees, business
moves and strategies, and management information
(“Confidential Information”);



WHEREAS, the Parties wish to amend the definition of Cause in
the Agreement to include any disclosure by Executive of
Confidential Information to an unauthorized person or entity; and



WHEREAS, the Parties wish to amend the Covenant Not to Compete
in the agreement to provide that the limitation does not
restrict Executive from accepting employment from any
organization who is a purchaser of Sniffer assets;



NOW, THEREFORE, in consideration of the foregoing, the terms,
provisions, conditions, covenants and agreements of this
Addendum set forth herein, and for such other good and valuable
consideration, the receipt and sufficiency of which is
acknowledged by each of the parties hereto, the Parties do
hereby agree as follows:



1. Amendment to Definition of Change in Control. Section
4(c)(iv)(2) of the Agreement is amended to add the following new
Section 4(c)(iv)(2)(F):



		
	 	
    “(F) the sale of all or substantially all of the assets
    used in the Company’s Sniffer operations in one transaction
    or a series of related transactions (the “Sale”) to
    another entity or person, provided the closing in respect of
    such Sale occurs prior to 12:00 p.m. (PST) July 30, 2004, and,
    provided further, that Executive does not disclose any
    information regarding the Sale, including, but not limited to
    confidential information about employees, business moves and
    strategies, and management information (“Confidential
    Information”), other than in the context of any
    presentation regarding the Sale organized by the Company or its
    advisors, without the express written consent of the Senior
    Director or Senior Vice President of Human Resources of Network
    Associates or any other officer whose identity is made known to
    the Executive.”




 






 



     
2.     Amendment to Definition of
Cause. Section 4(c)(iv)(1) of the Agreement is amended to
add the following new Section 4(c)(iv)(1)(f):



		
	 	
    “(f) discussing, revealing or in any way communicating
    any Confidential Information to an unauthorized person or
    entity, other than in the context of any presentation regarding
    the Sale organized by the Company or its advisors, without the
    express written consent of the Senior Director or Senior Vice
    President of Human Resources of Network Associates or any other
    officer whose identity is made known to the Executive.”




     
3.     Amendment to Covenant Not to
Compete. Section 10(a) of the Agreement is deleted in its
entirety and replaced with the following new Section 10(a):



		
	 	
    “(a) Covenant Not to Compete. Upon Executive’s
    resignation for any reason after a Change of Control has
    occurred or termination by the Company for any reason after a
    Change of Control has occurred, Executive agrees that until the
    end of the twelve (12) month period following the date of the
    termination of his employment, Executive will not directly
    engage in (whether as an employee, consultant, proprietor,
    shareholder, owner, partner, director or otherwise), or have any
    ownership interest in, or participate in the financing,
    operation, management, or control of, any Subject Entity that is
    engaged in design, development, marketing, distribution, or sale
    of anti-virus or network security software or hardware anywhere
    in the world. The term “Subject Entity” means any
    entity engaged in the design, development, marketing,
    distribution, or sale of anti-virus or network security software
    or hardware, including but not limited to the following
    entities: Cisco Systems (security business unit only), Dr.
Ahn’s, Fortinet, Fsecure, Internet Security Systems, Intrusion Inc., NetScreen, Panda,
    Sophos, Sourcefire, Symantec, Tipping Point and Trend Micro or
    any successor thereof (the “Subject Entity List”).
    Executive understands and agrees that the Company may delete
    from, add to or otherwise amend the entities included in the
    Subject Entity List from time to time, and the Company will
    provide written notice to Executive of any such deletion,
    addition or amendment. Notwithstanding the foregoing provisions
    to the contrary, nothing in this Section 10(a) shall
    prevent Executive from being employed by, or providing services
    to, any division or business unit of any Subject Entity if that
    division or business unit is not involved in the design,
    development, marketing, distribution, or sale of anti-virus or
    network security software or hardware, as long as Executive has
    no responsibilities or duties for any division or business unit
    of such Subject Entity that is involved in the design,
development, marketing, distribution or sale of anti-virus or network
security software or hardware. Ownership of less than three percent
(3%) of the outstanding voting stock of a Subject Entity shall not constitute a violation of this
    Section 10(a). The restrictions in this Section 10(a)
    shall not prevent or restrict Executive from accepting
    employment from any person, entity or organization who is a
    purchaser of Sniffer assets pursuant to a Sale.”




     
4.     Termination of Addendum. In the
event that the closing in respect of a Sale has not occurred
prior to 12:00 p.m. (PST) July 30, 2004, this Addendum
shall expire on its own


 








 




terms automatically at 12:00 p.m. (PST) on July 30,
2004, and a subsequent Sale, if any, shall not be considered a
Change in Control for purposes of the Agreement.



     
5. Agreement. Except as set forth in Sections 1
through 3 above, all terms, provisions, conditions, covenants
and agreements of the Agreement shall remain unchanged and in
full force and effect.


     
6. Entire Agreement. This Addendum, taken together with the
Agreement, represents their entire agreement of the parties and
shall supersede any and all previous contracts, arrangements or
understanding between the parties with respect to the subject
matter hereof. This Addendum may be amended at any time only by
mutual written agreement of the parties hereto.


     
IN WITNESS WHEREOF, the Parties have executed this Addendum on
the respective dates set forth below.



	 	 	 
	
    Networks Associates, Inc.


    /s/ GENE HODGES

    
By:  Gene Hodges,

            President

    

    Date: June 6, 2004
    	 	
    Raymond J. Smets,


    /s/ RAYMOND J. SMETS

    
Date: May 11, 2004